URBAN ONE, INC. — Director's Dealing 2008

Sep 18, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RADIO ONE INC (ROIA/ROIAK)
CIK: 0001041657
Period of Report: 2008-09-16

Reporting Person: Thompson Peter (CFO / EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-08-16	Class D Common Stock (ROIAK)	A	75000	$0.59	Acquired	225000	Direct

Footnotes

F1: The reporting person beneficially owns a total of 225,000 shares of Radio One, Inc. stock as follows: (1) 75,000 options of Class D common stock, (2) 75,000 restricted shares of Class D common stock, and (3) 75,000 shares of Class D common stock. The options and restricted shares will vest in three equal annual installments (33 1/3 percent installments) on the anniversary of the grant dates: February 19, 2009, February 19, 2010, and February 19, 2011. Restricted stock grants to vest upon a change of control.